Web of Shadows: Maximum Carnage
by ReverseFlash1995
Summary: AU. Five years after Spider-Man assumes command of the symbiote army with Black Cat at his side, Carnage's upper half falls back to Earth. Upon learning what has happened, Carnage sets out to free America from Spidey, now called Poison, the only way he knows how: by causing a flood of chaos for the tyrant and slaughtering anyone unfortunate enough to cross his path. This'll be fun!
1. Prologue

**Hello, internet! Welcome to my very first straight-up Spider-Man story, set in the "Symbiote Conquest" aka "Bad Ending" timeline of Spider-Man: Web of Shadows, with Spider-Man leader of the Symbiotes with Black Cat at his side as his Harley Quinn of sorts. I thought it'd be a fun idea to have Carnage get thrown into that timeline, because if I'm not mistaken, the** _ **Web of Shadows**_ **game was made while Carnage was presumed dead, and as we all know from reading the comics, that's not the case. Also, let there be no mistake: Carnage isn't going to take orders from SHIELD or anyone else, although he WILL have to play nice with others sometimes. Now, seeing as** _ **Web of Shadows**_ **came out several years ago, I thought it'd be a good idea to tell how Spidey turned to the dark side and gave in to the symbiote's influence in the form of this little prologue. Seeing as it's going to be quite short, I'll be uploading Chapter 1 of this story as soon as I possibly can, if all goes as planned. With that being said, let us begin!**

Prologue

" _You either die a hero, or you live long enough to see yourself become the villain."- Harvey Dent_

 _In The Skies Above New York City..._

Spider-Man stood on the SHIELD helicarrier, facing the massive, writhing, slimy, and monstrous black mass of alien symbiote before him that he'd nicknamed "Venomzilla." However, Peter Parker wasn't wearing his traditional red and blue suit. Rather, he was wearing his black alien symbiote costume once more, with a more powerful build, white spots on the back of his hands where his webbing came out when he shot it, and a large white spider symbol splashed across his chest, the legs of which connected to an identical symbol on his back. He'd gotten this living costume back a few days earlier during a fight with Eddie Brock, aka Venom, who was currently trapped inside the monster before him.

However, not long after he gotten his black suit back, Peter had begun to make some… questionable decisions. It started with allowing two gang leaders to kill each other. Then, it escalated to abandoning Mary Jane, the Girl Next Door and his wife, in favor of the now symbiote-infected Felicia Hardy, the Black Cat. His choices continued to get even worse after that, causing the majority of his friends and allies in the superhero community to believe, rightly so, that he'd fallen under the influence of the symbiote he wore, and it was inching him ever-closer to crossing the line between hero and villain.

And now, his fall to the dark side had come down to the decision he was about to make as Spider-Man saw Venom, the real Venom, begin to emerge from Venomzilla.

"Take my hand!" Spider-Man called out to Venom as he held his hand out to Venom, who desperately tried to grab it in an attempt to escape the monster he was trapped inside.

But, just before Venom's hand was able to grab onto Spidey's, the Web-slinger shot a web at one on the helicarrier's turbines and used the opposite end of the web to form a choke collar, which he threw around Venom's neck.

"So long, Brock," said Spider-Man as he gave Venom a mock salute before he jumped off the helicarrier to a nearby building.

Venom, meanwhile, was pulled kicking and screaming into the turbine that Spider-Man had attached the web to. Almost as soon as Venom made contact with the turbine, it exploded, causing the helicarrier to start falling towards the harbor, Venomzilla roaring and screaming the whole way down. Mere seconds after the falling ship landed in the water, it exploded violently, the flames of the explosion consuming Venomzilla in its entirety. When the smoke cleared, all that was left of the helicarrier and of Venom's murder were several pieces of red-hot metal.

…

Spider-Man stood on the rooftop of a skyscraper overlooking the symbiote-infested New York City, a sinister smile concealed by his mask.

" _Well, darling,"_ said a nearby female voice, distorted somewhat by a symbiote. Spider-Man didn't need to look to know that the voice belonged to the Black Cat, who looked, at least to Spider-Man, sexier than ever with a symbiote bonded to her as she ran her clawed hands over her beloved seductively. " _I promised you the city, and it's yours. What do you desire? We await your command, sir."_

"I always thought that with great power came great responsibility…" said Spider-Man, his voice darker than obsidian.

" _And now?"_

Spider-Man chuckled as he looked down at his hands and gave his response.

"I never knew what power was."

Spider-Man raised his arms slowly, and as he did so, every single symbiote-possesed citizen of the Big Apple let out a bellowing roar in dedication to their new leader and King. Now, with an entire army of symbiotic soldiers at his command and with Black Cat at his side as his Queen, Spider-Man would begin a campaign to claim the world for the symbiotes.

New York City was just the beginning.

 **Well, that does it for the Prologue! Stay tuned for Chapter 1, and Carnage's triumphant return! Be sure to fav, follow, and review, and I'll see you guys next time!**


	2. Chapter 1: The Return of Carnage

**Hello, internet! Welcome back to Web of Shadows: Maximum Carnage! Well, the response to the prologue was a little lackluster at first, but I must say it's really picked up quite a bit! With that said, I have great pleasure in confirming not only the Avengers for this story, but Agent Venom, who will be playing a key role, and may even get his own spin-off story! With that said, enjoy the fruits of my labor, and get ready to increase Carnage levels to maximum!**

Chapter 1: The Return of Carnage

 _Five Years Later-Low Earth Orbit Somewhere Over The United States of America_

The upper half of a humanoid creature spun slowly in the zero gravity. The creature greatly resembled Venom, but had a slimmer, sleeker, more human build and was mostly blood red with a little bit of black mixed in that almost resembled veins of some kind. Each of the fingers on the creature's hands had a dagger-sharp talon that could easily cut through steel attached to it, and the creature's mouth had pointed teeth like every other symbiote. This was what was left of the homicidal maniac named Cletus Kasady, who bonded with a spawn of Venom's symbiote to become the agent of chaos, death, and insanity known as Carnage. The monster had filled entire graveyards and even before he and Carnage bonded together, Cletus Kasady had enough blood on his hands to fill a small swimming pool. Carnage had met his fate when the hero known as the Sentry had ripped him in half and thrown him into orbit.

Or so everyone thought. The truth was both Carnage and Cletus were still alive, thanks to the symbiote putting them both into a dormant state. Now, however, Carnage was headed for a wake up call in the form of a satellite. Ten minutes later, Carnage collided with the satellite, which knocked him out of his orbit and sent him plummeting back down to Earth.

…

 _Skies Above Albany, New York_

 _ **Cletus... Cletus… wake up, Cletus… CLETUS!**_

Inside of the Carnage suit, Cletus Kasady woke with a start. Immediately, he noticed two things. One, his legs were missing, but seemed to be regenerating thanks to his symbiote, and two, both he and the symbiote were hurtling towards the ground very fast from very high up.

"Wha… what happened? Last thing I remember was that Sentry guy ripping us in half…" said Cletus. "How are we still alive?"

 _ **I put us in a dormant state. How long we were in that state, I don't know, but I do know that if we don't do something about this situation, I'll burn up, and you know how I feel about fire. If that happens, you'll die for real from either burning up or colliding with the pavement. So, we gotta think of something, and we gotta think of it fast!**_ the symbiote told Cletus.

"All right, all right…" said Cletus, thinking quickly. It wasn't long before he got an idea. Curling his still-regenerating body into a ball, Carnage encased himself into a cocoon of his red organic webbing in hopes that the thick layer of webbing around himself would absorb the heat and soften the landing of the impact.

Carnage's idea proved to be… somewhat successful.

Although the webbing was able to absorb most of the heat caused by hurtling towards the Earth from outer space, it did little to cushion the impact of crashing through several buildings before finally coming to rest in the middle of the street.

For several minutes, there was no activity coming from the smoldering red ball of webbing. Then, it cracked open, and Carnage, now fully regenerated, toppled out of it.

" **Ow, ow, and more ow,"** said Carnage as he pulled himself up off the ground. Taking a quick look around, Carnage realized that he wasn't in New York City and that whatever city he was in was decked out in what looked suspiciously like black symbiote goo. " **Strange. You'd think that those Goody-Two-Shoes heroes would have something to say about Venom running wild in any city. Either way, I'd better figure out where the Hell I am-"**

Before Carnage could finish his sentence, he sensed something behind him, drawing closer like a predator drawing closer to its prey. Turning his right hand into a large sword blade, Carnage allowed a sinister smile to cross his face. What better way to get his sea legs back under him than slaughtering some fool who thought they could sneak up on a murderous raving lunatic like him?

Carnage waited until the presence was so strong that whoever it belonged to could only be right behind him. " **You know… it's not very nice to sneak up on people. Because you never know…"** he said before, almost like lightning, he turned around, ready for the kill, only to find that there was nothing there. " **...what … they… might… do?"**

Carnage blinked a few times looked around, searching for the presence he'd felt, but saw nothing. In fact, even the feeling that someone was there was gone.

" **Must be nerves or something. I mean, I did cheat death after all. Not exactly something you just shake off. Okay, let's see where the Hell I am."**

With that, Carnage shot a blood red webline and started swinging through the streets, looking for some indication of where he was. Although, as he swung through the streets, Carnage couldn't help but notice that the entire city seemed to be abandoned. There wasn't a single person to kill in sight, and that didn't sit well with the symbiote nor its host.

 _ **Where is everyone? Did we miss the apocalypse or something?**_ the symbiote asked its host.

"I don't know, but I wouldn't be surprised if Venom had something to do with this. And if that's the case, why hasn't that itsy-bitsy spider done anything about it? Or those Avengers?" asked Cletus.

 _ **You got me,**_ replied the symbiote as Carnage continued swinging before coming to rest on a nearby rooftop to gaze out over the black goo covered skyscrapers. Glancing downward, Carnage saw the entrance to a subway line that led from Albany to New York City, although the words "New York City" were crossed out with black webbing and the words "Posion Sitee- humens and sheeld go away!" were written underneath in the same material.

" **Well, now I know where I am. Good thing the old stomping grounds are subway convenient. Although, what the Hell this Poison City thing is about is beyond me. I think I'll catch a train back home. And what better way to get my sea legs back under me than slaughtering a whole train stop full of people, followed swiftly by everyone on the train-"** Carnage started to say aloud to himself, before he sensed that same presence once again. Swiftly looking over his shoulder, Carnage saw that once again, there was no one there, even as he looked around, using his enhanced senses to search with more than just his eyes, and even then, he still came up with nothing.

" **Okay… this is officially janky. I really need to get back to New York and figure out what the Hell is going on around here."**

With that, Carnage used a webline to lower himself down to the pavement. Once his feet touched the ground, the symbiote began to retract and reveal the man within. Cletus Kasady had an uncanny resemblance to an older version of Stu from the horror movie series _Scream_ , which oddly enough was a fitting look for the serial killer. He had short copper-colored hair and wore an outfit that resembled a red hoodie with a black shirt underneath, black jeans, and red, black, and white sneakers. In truth, his outfit was actually his alien symbiote.

Cletus made his way into the Subway stop and suddenly began to feel like he was being watched and followed. "Get ready," Cletus whispered to his symbiote. As he strode past the curiously empty ticket booth, Cletus caught sight of what seemed to be an ordinary group of people waiting for the train to New York. And yet, Cletus couldn't help but feel as though there was something... _off_ … about them.

Celtus approached a woman wearing a tan trench coat with a black skirt and heels, fully intending to kill her, and started to ask, "Excuse me, ma'am, do you have the-"

Before Cletus could finish talking, the woman wheeled around to reveal her face, as did the other obviously not-normal people. All of them had half-Venom, half-normal faces, as well as several other Venom-esque features. Crawling through the entrance to the Subway stop were other people who seemed to be infected with the Venom symbiote somehow, including a couple who were somehow a silverish white, purple, and blue, and a few who were fully covered by the symbiote.

 _Venom. Venom everywhere,_ thought Cletus as he was surrounded by no more than nine or ten different symbiote-infected humans, all hissing and snarling at Cletus with murderous intent.

"Okay then. Looks like I missed a more successful attempt at a symbiote invasion," Cletus said to no one in particular before a Venomized businessman attempted to pounce upon Cletus, who quickly side-stepped out of the way. "Whoa, watch it there pal! I mean, come on, all you fools…"

As soon as the words left Cletus's mouth, his symbiote began to cover his body once again, causing the Venomized civilians around him to back away in fear, and some even turned tail and ran away.

" **Don't you know that Carnage rules?"** snarled Carnage malevolently as one of his hands turned into a large battle axe with two spikes on the flat side.

After hesitating for a moment, one of the Venomized civilians attempted to pounce upon Carnage, only to be impaled by the spikes on the red symbiote's axe and tossed aside like yesterday's trash. Another Venomized civilian attempted to bum rush Carnage, only to get a spear through the throat for their trouble. The few remaining civilians ran off, screeching in terror.

" **Aw, that's no fun! Are we going to play at your place, then? By all means, lead the way!"** said Carnage as he swung after the retreating symbiotes, a sinister grin on his face as he chased them.

Of course, there were more than a few Venomized fools who tried to get in his way, but these were merely puppies compared to the one true Venom and Spider-Man that he'd fought so long ago, and therefore weren't much trouble to dispatch as he swung through the air. It wasn't long before he caught sight of what could only be these Venomized weaklings lair.

" **Oh, goodie! More playmates! Hopefully these ones prove to be a bit more challenging than those last ones I broke,"** said Carnage with a sinister and gleeful laugh as he did a backflip into the air before crashing through the roof of the symbiotes hive.

 **And thus concludes chapter 1! Stay tuned for chapter 2, where I plan on introducing Agent Venom and Wolverine! Until then, be sure to fav, follow, and review!**


End file.
